Endeavour Mining’s Redomiciliation Scheme of Arrangement

Mourant advised Endeavour Mining Corporation on the matter.

The Grand Court of the Cayman Islands (the Court) has recently sanctioned a redomiciliation scheme of arrangement pursuant to section 86 of the Companies Act (2021 Revision) (the Act), used  by the Endeavour Mining group of companies (the Group) to redomicile the jurisdiction of incorporation of the parent company of the Group from the Cayman Islands to England & Wales.

Pursuant to the scheme, Endeavour Mining Corporation (the Company), a Cayman Islands incorporated company and (what was) the ultimate parent company of the Group, sought to change the jurisdiction of incorporation of the Group parent company, from the Cayman Islands to England & Wales (the Scheme). The Group is one of the world’s senior gold producers and the largest in West Africa. The Group sought to redomicile its business in order to secure the inclusion of its shares on the premium segment of the Official List of the Financial Conduct Authority (the FCA) and the trading of its shares on main market of the London Stock Exchange (the LSE). The Company was already listed on the Toronto Stock Exchange (the TSX) before the Scheme effective date and the Scheme envisaged that the shares of the new parent company, incorporated in England & Wales (New EDV), would have the benefit of being listed on the TSX as well as the main market of the LSE.

The Scheme involved the transfer of all of the Company’s issued shares to New EDV, in exchange for each Company shareholder as at the relevant time being entitled to receive New EDV shares on a one-for-one basis.

The Mourant team advised on all aspects of Cayman law and process, including working closely with the Company’s other advisors and successfully appearing before the Court at the directions and sanctions hearings. The team included Peter Hayden (Picture), Ramesh Maharaj, Andrew B Grant and Harry Rasmussen.

Involved fees earner: Andrew B Grant – Mourant; Peter Hayden – Mourant; Ramesh Maharaj – Mourant; Harry Rasmussen – Mourant;

Law Firms: Mourant;

Clients: Endeavour Mining Corporation;